UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2006

Southwall Technologies Inc.
(Exact name of registrant as specified in its charter)

Delaware
  
0-15930
  
94-2551470
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(I.R.S. Employer Identification No.)

3975 East Bayshore Road
Palo Alto, California 94303
(Address of principal executive offices)
 
(650) 962-9111
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))
 

Item 7.01.
Regulation FD Disclosure
 
On May 5, 2006, Southwall Technologies, Inc., a Delaware corporation (the “Company”) mailed its annual report and proxy statement to stockholders. Included with the proxy statement and annual report is a letter from Thomas G. Hood, President and Chief Executive Officer of the Company, in which Mr. Hood discusses, among other things, certain research and development initiatives of the Company. Exhibit 99.1 hereto sets forth the text of the letter.
 
The information in this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise expressly stated in such filing.

 
Item 9.01.
Financial Statements and Exhibits
 
 
(c)
Exhibits.
 
Exhibit No.:
Description:
 
 
Letter of Thomas G. Hood
 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
     
 
SOUTHWALL TECHNOLOGIES INC.
     
     
 
By:
/s/ Thomas G. Hood
   
Thomas G. Hood
   
President and Chief Executive Officer
 
Date: May 8, 2006